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Home My WebLink About820413.tiff A public hearing was conducted on March 29, 1982 at10:0m A. M. , with the following present: John Martin, Chairman Chuck Carlson, Excused Norman Carlson, Commissioner C. W. Kirby, Commissioner June K. Steinmark, Commissioner Also present: Acting Clerk to the Board, Jeannette Ordway County Attorney, Thomas 0. David Director of Finance and Administrative Services, Don Warden The following business was transacted: I hereby certify that pursuant to a notice dated March 15, 1982, duly published March 18, 1982 in the Johnstown Breeze, a public hearing was held on the request of Eisenman Chemical Company, a wholly-owned Subsidiary of Newpark Resources, Inc. , for the purpose of considering Industrial Development Revenue Bonds. The proposed bond issue is for land and commercial office building. The total amount of the bonds is $2,500,000. Mr. Warden briefed the Board on the request and reviewed the information in their application. A letter was sent to the Greeley City Manager on March 15, 1982, requesting their comments concerning a recommendation on this project prior to the hearing date. Mr. Warden informed the Board that the City of Greeley has not responded. Ed Eisenman, President of Eisenman Chemical Company, stated that they would acquire land and construct thereon a three story, brick and concrete commercial office building. Mr. Eisenman stated that currently the business has temporary quarters on the East side of Greeley. Mr. Eisenman added he believes that their request is in compliance with the city of Greeley's standards and regulations. L. G. Landwehr, representing Eisenman Chemical Company, reported that the borrower of the bond proceeds will be Eisenman Chemical Co. , a wholly-owned subsidiary of Newpark Resources, Inc. , a Nevada corporation listed on the New York Stock Exchange, which will guarantee the payment of the principal of, premium, if any, and interest on the bonds. The bonds will be sold on the strength of the credit of Newpark Resources; therefore, the financial information included is for that company. Mr. Eisenman stated that time is of the essence and urged the Board to approve the request contingent upon the approval from the City of Greeley. The Board discussed the request and Commissioner N. Carlson made a motion to approve the request contingent upon no objections from the Greeley City Council. Commissioner Kirby seconded the motion. William C. Gorham, representing Kutak, Rock and Huie, stated that they can provide an amended resolution declaring the Board's intentions to authorize the issuance and sale of said bonds, with the contingency contained in the motion. The motion carried unanimously. CHAIRMAN BOARD OF COUNTY COMMISSIONERS ATTEST: , y " WELD COUNTY CLERR AND RECORDER AND CLERICTO THE BOARD /7 / L -BY:7 _%E- 1.r-e1/4C, ` ,/4Y4 �Ic- ' Deputy County�LTerk 7 DOET 11 82-12 TAPE #82-20 ORDINANCE #104 820413 ATTENDANCE RECORD TODAY' S HEARINGS ARE AS FOLLOWS : CLZ. d"-a) PLEASE write or print legibly your name, address and the DOC K (as listed above) or the applicants name of the hearing you are attending. NAME ADDRESS HEARING ATTENDING Jug u ; i edit ,7h ws Avhiut, R ) 3-04/� /17 (f j-0.244-7-2.-e..--e4 �� „� s-2 - (7% ,?- — ice DATE : Ma. n 15, 1982 TO: The Board of County Commissioners Weld County, Colorado FROM: Clerk to the Board Office Commissioners: If you have no objections, we have tentatively set the following hearing for the 29th day of March, 1982 at 10 : 00 A.M. : Docket No. 82-12 - Eisenman Chemical Company IRB - Land & Commercial Office Building OFFICE OF THE CLERK TO THE BOARD BY: �A Deputy V The above mentioned hearing date and hearing time may be scheduled on the agenda as stated above. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO /a< 7.7 7 NOT I C E PUBLIC HEARING INDUSTRIAL DEVELOPMENT REVENUE BONDS FOR EISENMAN CHEMICAL COMPANY WHOLLY-OWNED SUBSIDIARY OF NEWPARK RESOURCES, INC. DOCKET 182-12 NOTICE IS HEREBY GIVEN of a hearing before the Board of County Commissioners of Weld County, Colorado, on the 29th day of March, 1982, at the hour of 10:00 a.m. in the Weld County Commissioners hearing room, first floor, Weld County Centennial Center, 915 10th Street, Greeley, Colorado, for the purpose of considering the application from Eisenman Chemical Company for Weld County to issue $2,500,000 in Industrial Development Revenue Bonds. The proposed bond issue is for land and commercial office building. This procedure is in accordance with the 1967 County and Municipality Development Revenue Bond Act, Section 29-3-101, et. seq. , CRS 1973 as amended. Copies of the application for Industrial Development Revenue Bonds are on file in the Office of the Clerk to the Board of County Commissioners located on the 3rd floor, Weld County Centennial Center, 915 10th Street, Greeley, Colorado and may be inspected during regular business hours. Following the close of the public hearing, the Board of County Commissioners will consider whether or not to proceed with the issuance of Industrial Develop- ment Revenue Bonds. All interested parties under the law will be afforded an opportunity to be heard at said hearing. This notice given and published by order of the Board of County Commissioners, Weld County, Colorado. DATED: March 15, 1982 THE BOARD OF COUNTY COMMISSIONERS BY: MARY ANN FEUERSTEIN COUNTY CLERK AND RECORDER AND CLERK TO THE BOARD OF COUNTY COMMISSIONERS BY: Jeanette Ordway, Deputy PUBLISHED: March 18, 1982 in the Johnstown Breeze AFFIDAVIT OF PUBLICATION THEJOHNSTOWNBREEZE MID MENT , . STATE OF COLORADO ) PANS WHOLLY SUS- ) ss e1D1ARY OF: RE- COUNTY OF WELD ) i1GkC 112.12 I, Clyde Briggs, do solemnly swear that I NOTICE IS 14E GIVEN of a am publisher of The Johnstown Breeze; WN e^lllr Raro 1 that the same is a weekly newspaper Commtesiontw of Weld en iM 29th printed, in whole or in part, and published elf rd 19 the houref in the County of Weld, State of Colorado, nty common's.",M barns Crum and has a general circulation therein; that flat floor Weld-` Cen- h Uinta oth/s said newspaper has been published Wee* the continuously and uninterruptedly in said a flc purpose a! the from Eisenm n Weld County of Weld for a period of more than County to saw o00 ld fifty-two consecutive weeks prior to the Imtuit DeveC�evenue first publication of the annexed legal notice pfnadaf�an�tbond yefItia° or advertisement; that said newspaper has abowoioarinpe Thor VIII tit been admitted to the United States mails as 11007 County Wit MNuniclpilhlty second-class matter under the provisions of Devetitme- arid10 ,1,pment 8YC8on,3 the Act of March 3, 1879, or any 1m', et. sea., CRS- 1973 as amendments thereof, and that said emended newspaper is a weekly newspaper duly Coples a,the d cation for qualified for publishing legal notices and Ind s Cleve t-Revenue g Donde are on nil utme office of, advertisements within the meaning of the the Cork to the Bear of County Commissioners ladled on the laws of the State of Colorado. 3rd flow Weld-aunty Coo- That the annexed legal notice or advertise- tenaal Center, 918 10th Street Daft ootdrada ad May be meet was published in the regular and In hours.during 'regular bus- Inns entire issue of every number of 1said weekly Fawwrk tiro c of the newspaper for the period of consecu- puw namtn9, lb Dowdof tive insertions; and that the first cu beer>n will publication of said notice w,as to the issue of Proceed with this„ wince of said newspaper dated S. /is, A.D. 19Zti r- Industrlal DevaloDtnCt Revenue, 4 and that the last publica ion of said notice All Intel...ten parties under,tne. was in the issue of said newspaper dated law wlfl\ be 'bottled an a- , A.D. 19 powtunity to be heard at said In witness whereof I have hereunto set troadn% my hand this ..../..1 . day of c^-,- e Pun rnotice fo 1n.end publpi ished A.D. 19 '<--WS CATTE 14.11482 P ft I $ ublisher .cauffty -`BY:= ANN co �- ERSTEIN ic AHD Subscribed and sworn to before me, a T9 T RDEOF Notary Public in and for the unty of COUNTY' °HERS Weld, State of Colorado this .� . day of . Ely: Jeanette Ord, . 744,-,CA-/A.D. 19.. . -' PUBLISHED: Match 18, 1982 in 1 win rpze zo Board . .. .. .. . .7 oS Pca .udJ Notary Public. t,u<:,tou,?zco 1053y My commission expires /7_//aZ EISENMAN CHEMICAL COMPANY Mr. Don Warden Director of Finance Weld County, Colorado 915 Tenth Street Post Office Box 459 Greeley, Colorado 80631 Re: Application of Eisenman Chemical Co. For the Issuance of Industrial Development Revenue Bonds By Weld County, Colorado Dear Mr. Warden: Enclosed is an application for the issuance of industrial development revenue bonds by Weld County, Colorado, which we believe conforms to the requirements of Ordinance 69-A of the County. Also enclosed is a check for $500.00, as required by Section 3.4 of that Ordinance. Please do not hesitate to call me or Bill Gorham of Kutak Rock & Huie, our proposed bond counsel, if you have any questions or need further information. Sincerely, 1. Li rs,,•, Thomas E. Eisenman President TE/glt P.O. Box 1260 • 312 East 16th Street • Greeley, Colorado 80632 • Phone (303) 352-2990 APPLICATION OF EISENMAN CHEMICAL CO. The following statements and documents are submitted in accordance with Ordinance No. 69-A, the County Development Revenue Bond Policy for Weld County, Colorado. The project is a three-story, brick and concrete office building , which will be constructed in Greeley, Colorado. The borrower of the bond proceeds will be Eisenman Chemical Co. , a wholly-owned subsidiary of Newpark Resources , Inc. , a Nevada corporation listed on the New York Stock Exchange, which will guarantee the payment of the principal of, premium, if any, and interest on the bonds. The bonds will be sold on the strength of the credit of Newpark Resources ; therefore , the financial information included is for that company. KUTAK ROCK & HUIE 3 . 1 A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 2400 ARCO TOWER-707 17tH STREET ATLANTA DENVER,COLORADO 80202 LOS ANGELES OMAHA (303)534-1330 WASHINGTON March 9 , 1982 Board of County Commissioners Weld County , Colorado 915 Tenth Street Greeley , Colorado 80631 Re: Proposed Industrial Development Revenue Bond Issue for Commercial Office Building Ladies and Gentlemen: We have reviewed a proposal for the issuance of industrial development revenue bonds (the "Bonds" ) by Weld County , Colo- rado (the "Issuer" ) , the proceeds of which Bonds would be used to finance the cost of acquiring and constructing the herein- after defined Project . The Bonds would be issued under the County and Municipality Development Revenue Bond Act, article 3 , title 29 , C .R.S . 1973 , as amended (the "Act" ) , and would not constitute an indebtedness of the Issuer . The proposal we have reviewed provides that the proceeds of the Bonds would be loaned to Eisenman Chemical Co. , a Colo- rado corporation (the "Company" ) . The Company would acquire land and construct thereon a three story, brick and concrete commercial office building (the "Project") . The Project would be located in Greeley , Colorado. Based upon our review of the proposal and the Act , we believe that the Project constitutes property to be used in a commercial and business enterprise , and therefore qualifies for financing within the intent and meaning of the Act . • ^}'7` ljZ}—� `}TiIT?71}7t�7 tTFt:�7}ttSl:).:i�/ 7 }t� ) t P tiC lit 7S y .tit< r ,r I ,9 ,77 7717 JI r rF7 377( }J317f{7F7 4`j777. , , t �7I}7>:�3 \ :St)5 j 4� ,yv 1 )fin M3•14? `z /111/ } tc!“,..-“;.e,““,} 5 s, ,v't.‘-‘4.1..•%,,, . / �.t„ i1 (( 11 (c{/ 1 1 .( .' 1: . creyf .(<��' n I \ ` / r �', / , Z `IF• ! ,rt .- i % I, \)) i 'f Vl N. 9I. ) t .. ':r \t.'F �'1 r r ! rJ�gr �i f i,�f IJ V�lt'\hall di•� ( �Jr( 1 ( J ! 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C.. y.??((:i: ' A :., , II,. , , I 1 ';, ( ->> 3' .;1 ) • \ �f.,--: ,),•.,,,,-,,,/,',,,,,. .,,i0,4;,.:ii ,.1� \/�i �„ , }i ,I i / a Vcrl t t ' O ,` \ ! -G k ;.l , `\, , ,S i•�i lili(,< f,t ,, :1 i 1 r .> N . J o m O0 'Jr: ' ,li '� t 2�} ..14\k4-4.,...',1\\'':".,‘\".:11,-.! � Ir '� : / "I'! /' I ` r[lfE 'I VN N m • _ H• ,r . O 'y J • ,}y •, i l ir{ Ctl (`,A\•.lr , `• • G x t • b p � (Q y•i�r\ r �} . • i . 1 ./,71.-‘7.;;;), .:•;; _1 O ..\',1%.44/1;),;j, r ,r', r. r Z 0 Cl) • ro S a 'gr ILI 'i 3 W 5 w I- o I z ° t 1 . r in • o o $, c L� 3 . 2 HOWARD,WEIL,LABOUISSE, FRIEDRICHS MEMBERS INCORPORATED NEW YORK STOCK EXCHANGE AND OTHER LEADING STOCK d Investment Securities --- '.--i COMMODITY EXCHANGES L l 211 CARONDELET STREET NEW ORLEANS,LA. 7O13O CABLE "HOWVEST" 504-588-2711 PUBLIC FINANCE DEPARTMENT 504/558-2780 February 19 , 1982 Board of County Commissioners Weld County Colorado 915 10th Street Greeley, Colorado 80631 RE: $ 2,500 ,000 Industrial Development Revenue Bond, Eisenman Chemical Company Project - a wholly-owned subsidiary of Newpark Resources, Inc. Gentlemen: Pursuant to requirements 3-B and 3-K of the Commission' s Application, Howard, Weil, Labouisse, Friedrichs Incorporated is pleased to provide the following information concerning our relationship with the Applicant and the marketability of industrial revenue bonds for the project. Howard, Weil, Labouisse, Friedrichs Incorporated has been retained by Newpark Resources, Inc. to assist in the development of a long-range financing plan for the development of Newpark' s property in Weld County Colorado. We are currently engaged by Eisenman Chemical Company to secure tax-exempt financing for the proposed facility for which the applicant is seeking the issuance of industrial development revenue bonds. We will purchase all of the bonds. I would be pleased to meet with you or the Commission at your convenience to discuss any questions you might have about the financial aspects of the project. With best wishes, I am, Sincer 1rk A. Tessier irst Vice President MAT/mjh KUTAK ROCK & HUIE Board of County Commissioners March 9 , 1982 Page Two We have attached hereto the form of intent or inducement _ ^zolution which we would propose the Issuer adopt if the Board of County Commissioners should determine to proceed . Very truly yours , C - William C - Gorham wpc Enclosure 3. 3 (a) THE COMPANY Eisenman Chemical Co. (the "Company" ) is a corporation duly incorporated and in good standing in the State of Colo- rado. The Company is a wholly-owned subsidiary of Newpark Resources , Inc . ("Newpark" ) , a national supplier of products and services to the oil and gas industry. The Company is a fully-integrated wholesaler of barite and drilling fluid chemicals , with its own barite properties , mining and processing facilities and distribution network. As more fully described below, the Company owns or claims inter- ests in both producing and nonproducing barite leases and claims , and owns mining equipment, a crushing and screening mill , a jig plant , a grinding plant containing three grinding mills, a fleet of trucks for hauling its products to customers and various support facilities . The Company also operates a research laboratory for product development and drilling mud analysis and a drilling fluids school for training mud engi- neers . During 1980 , the Company' s barite grinding plant pro- cessed approximately 55 ,000 tons of barite . The Company has since increased its capacity to in excess of 190 , 000 tons per year . The Company and Newpark own or claim interests in 17 properties containing barite deposits , all of which are located near Carlin, Nevada . Significant development has been com- pleted only on one of these properties , which is commonly referred to as the Lakes Mine Property. During 1980 , 75 , 000 tons of barite were mined from this property. Newpark expanded its mining on the property to approximately 150 ,000 tons in 1981. The Company is dependent on rail transportation to move crushed ore from the mine vicinity to the grinding mill and is served by two railroads . Newpark has commenced and will continue to develop alter- nate mining operations on claims and leases in areas other than the Lakes Mine Property. Development will include , among other things , geological testing , metallurgical testing , removal of overburden , maintenance of roads and other preparations . Based on preliminary drilling and testing , Newpark expects that after development it will be able to rely on the ore contained in these deposits to satisfy the needs of Newpark' s and the Com- pany' s drilling fluids business . The Company also owns chemical processing , packaging , transportation and storage facilities in Salt Lake City, Utah , Myton , Utah and Casper , Wyoming . The Salt Lake City operations are located on 6 .44 acres of land and occupy approximately 12,100 square feet of office , shop, mill and warehouse space in three steel frame structures . There are approximately 700 feet of railway track at the Salt Lake City facility. A series of eight wood and steel frame structures totaling approximately 15 , 900 square feet and situated on 56 acres of land in Myton, Utah , are primarily used as a warehouse and transportation facility. Additional chemical packaging , warehouse and trans- portation facilities are located in a 12,400 square-foot build- ing in Casper , Wyoming . . The Company leases various buildings used primarily as warehouses , offices and transportation sites in Woodward, Chickasha , Enid and Burns Flat , Oklahoma, and Canadian, Texas . Its main offices , laboratories and technical schools are lo- cated in leased premises in Greeley , Colorado. In 1981 , the Company has aquired a grinding mill in Corpus Christi , Texas and constructed a new grinding mill in Clinton, Oklahoma. Warehouse distribution facilities were also added in Odessa, Texas ; Pecos , Texas , Hobbs, New Mexico; Lafayette, Louisiana, Evanston , Wyoming, and Gillette , Wyoming. 3 . 3 (b) 10 01 en N N N N 0 I I I O1 CO 1/40 N O ' Inc Ill v h 1 I I I r co r ON 01 01 • In I I 0 .. _ . .i N N N in 01 HI T, r c el' 10 CO N 01 04 0) N H CO r1 r. en (•1 10 N U1 Ul U1 .--I I I I I N CO en N. O1 0 Ui • • • • N I I I I O 10 La ,He .. c I- rl v N W 01 c e a) U N N H l0 •d' co I-- N L0 en 1/40 Q CO Wo TT In i0 10 VD 10 LO I I I I 01 0 I. 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CO 80217 March 5 , 1982 Board of County Commissioners Weld County Colorado .Greeley, Colorado 80631 Re: Eisenman Chemical Company Industrial Revenue Bonds Gentlemen: This is to confirm that we are well acquainted with Eisenman Chemical Company and its parent company, Newpark Resources, Inc. We have had the privilege of serving Eisenman Chemical Company for a number of years and consider them to be an outstanding corporate citizen of our state and community. Eisenman Chemical Company has maintained several depository accounts with us for a number of years and we have extended to them lines of credit up to a high of a moderate seven figures . They have always handled their financial affairs in an excellent manner. We are well acquainted with the management of this firm and have a very high regard for them and their capabilities as well as the management capabilities of their parent, Newpark Resources, Inc. We are also well acquainted with the financial condition of Newpark Resources, Inc . , and based upon that knowledge and the past experience we have had with Eisenman, we are pleased to advise you that we believe that they are capable of meeting the expenses incurred and requirements placed upon them in connection with the above-captioned bond issue request. Please let me know if there is anything further we can do to assist you. Sincerely, David P. Hunt Banking Officer National Accounts DPH/lah 3. 3 (c) The Company has been unable to obtain a Dunn & Bradstreet report to date. 3. 3 (e) DIRECTORS AND OFFICERS Directors Edward J . Eisenman Thomas E. Eisenman James D. Cole V. Jay Phillips Officers Edward J. Eisenman, Chairman of the Board Thomas E. Eisenman, President Phillip R. Michelson , Vice President of Operations James D. Cole , Vice President V. Jay Phillips , Vice President James L. Katz , Treasurer Robert M. Vincent , Vice President of Finance and Administration Edward J . Eisenman Edward J . Eisenman began his career in 1949 after receiv- ing his Bachelor of Science Degree from Colorado State Univer- sity . Six years later he founded Eisenman Chemical Co. , which was incorporated in July , 1955 . Newpark Resources , Inc . ac- quired Eisenman Chemical in August 1979 , and Ed Eisenman joined Newpark ' s Board of Directors at that time. Mr . Eisenman is on the Boards of Directors of Weld Colo- rado Bank and Platteville State Bank, both in Weld County , Colorado. He is a member of the Knights of Columbus and a part owner of the Denver Nuggets. Thomas E. Eisenman In April of 1981 , Thomas E. Eisenman assumed the position of President of Eisenman Chemical Co. Eisenman joined the drilling fluids and barite mining concern in 1969 after attending the University of Northern Colorado. Serving in a succession of mining , production sales and distribution assignments during the ensuing ten years, he was promoted to Executive Vice President and General Manager of Eisenman Chemical Co. following its acquisition by Newpark in 1979 . James D. Cole In May of 1977 , J . D. Cole became President and Chief Executive Officer of Newpark Resources, Inc . He is also a Vice President of the Company . Cole had been Executive Vice Presi- dent and Chief Operating Officer and a director of Newpark since Newpark acquired Elpac in August 1976 . Since joining Elpac in 1971, Cole had served in positions of increasing responsibility within Elpac , first as Treasurer , then as Vice President and in 1974 , as Executive Vice President and a direc- tor of Elpac . He was elected President of Elpac in May 1975 . Prior to joining Elpac , Cole was manager of a consultant service for Arthur Young and Company in Orange , California , director of planning for National Environment Corporation in Orange , California , and Assistant Controller for Beckman In- struments , Inc. Cole holds bachelor ' s and master ' s degrees in business from the University of California in Fullerton , California , where he taught part time for three years in the graduate business program. V. Jay Phillips In January of 1981 , V. Jay Phillips assumed the position of Vice President of Newpark Resources , Inc . , with responsibil- ity to direct Newpark ' s expanding integration into the drilling fluids service industry . He is also a Vice President of the Company . Phillips has managed varied mining operations since 1968 and for the past six years has been employed in the industry in various executive and staff capacities involving mining , pro- cessing and distribution of barite and other products. Phillips is a member of the American Mining Congress , Society of Mining Engineers , American Production & Inventory Control Society and the Society of Petroleum Engineers . Philip R. Mickelson In March of 1981 , Philip R. Mickelson assumed the position of Vice President of Operations for Eisenman Chemical Co. Mickelson will be responsible for directing the Company' s milling , distribution, traffic and engineering functions. Mickelson was previously a vice president of Newpark Resources , Inc. Prior to that, he was employed with Kaiser Cement in California. He holds degrees from San Jose State College and Stanford University and served as an officer in the U .S . Navy. James L. Katz In August of 1981 , James L. Katz assumed the position of Vice President of Finance , Treasurer and Chief Financial Of- ficer of Newpark Resources , Inc . He is also Treasurer of the Company. Katz was previously a partner in the accounting firm of Alexander Grant & Company of Chicago. From 1973 to 1980 , he was Vice President of Finance and Chief Financial Officer at Baxter Travenol Laboratories , Inc. Katz received his BBA and Law degrees from the University of Wisconsin. He is a member of numerous industry and profes- sional associations . Robert M. Vincent In September of 1981 , Robert M. Vincent assumed the position of Vice President of Finance and Administration for Eisenman Chemical Co. Vincent was previously General Manager of United Packing Co. Division of Food Fair Stores , Inc. in Denver, Colorado from 1978 through 1980. Prior to that he was controller from 1962 through 1978 for the same company and from 1951 through 1962 he served in various capacities with Ideal Cement Company in Denver , Colorado. The last five years were as Internal Auditor. 3 . 3 (f) The Company believes that pro forma balance sheets , income statements and cash flow projections for the next five years are not necessary since Newpark will guarantee the payment of the principal of, premium, if any, and interest on the bonds . ' Newpark Resources, Inc. 900 Ridgelake Drive, Metairie, ,-A. 70002 (504) 838-8222 3.3 (g) NEWPARK RESOURCES REPORTS 1981 1 EARNINGS UP 91% ON 60% REVENUE GAIN NEW ORLEANS, February 24, 1982 - Newpark Resources, Inc. today reported record operating results for 1981 with net earnings climbing 91% on a revenue gain of 60%. Net earnings amounted to $23 million or $1.70 per share on an average of 13,538 ,000 fully-diluted shares outstanding. This compared to $12 million or $1. 11 per share on an average of 10,872,000 fully-diluted shares outstanding for 1980. Earnings and per share equivalents for 1981 include a .provision for close-down expenses associated with the sale of Newpark's Offshore Marine Transportation operation, amounting to $1.3 million or 10 cents per share. Prior results have been restated to reflect the exclusion of this business segment. Revenues for 1981 totaled $271.9 million, compared to $169.8 million in 1980. Earnings for the fourth quarter of 1981 increased 53% to $6.0 %WS million or 44 cents per share, compared to $3.9 million or 36 cents per 83 share in 1980. Fourth quarter 1981 revenues amounted to $81.4 million, ►83 compared $49. 7 million in the same 1980 quarter. NZwPARR Earnings from continuing operations for the fourth quarter advanced 94% to $5. 7 million or 49 cents per share, compared to $3 .4 million or 31 cents per share in the like quarter of 1980. Earnings from continuing operations for the year increased 94% to $23 .8 million or $1.76 per share, compared to $12.3 million or $1. 13 per share in 1980. James D. Cole, President and Chief Executive Officer, said ' that the strong performance for the year and fourth quarter was paced by Newpark Drilling Fluids which now represents the Company' s largest revenue contributor. Drilling Fluids revenues advanced 153% for the quarter and 172% for the year, while operating profits increased 286% and 323%, respectively. Cole said Newpark expects continued revenue growth and margin improvement with the further integration of its retail mud operations and the servicing of an increasing number of deeper rigs. Newpark's downhole Tool and Equipment business benefited from strong demand, a broadening product line, increased market penetration and the continued integration efforts in the manufacturing process. Revenues advanced 86% for the quarter and 85% for the year with operating profits up 115% and 142% in the respective periods . While margins for tubular supplies declined in the latter part of the year, overall profitability of the Company's Tool and Equipment business improved significantly. . Site preparation revenues increased 14% and 7% for the quarter and year, respectively. Operating profits were up 11% for the year and 18% for the quarter. Minerals and other includes a charge of approximately $900,000 in connection with development of a new waste treatment system for clean up of oilfield mud pits. Four of these production units were placed in service during the fourth quarter. Cole said proceeds from the sale of its Marine Transportation operation, to be completed in March 1982, will be used to retire existing debt. This debt retirement, together with the assumption of related debt by the buyer, will further strengthen the Company's financial position. The transaction also will allow Newpark to continue its focus on and expansion in targeted high return sectors of the oilfield services market. Newpark Resources, Inc. is a manufacturer and supplier of products and services for the oil and gas exploration and development industry. For Further Information: Company New York J. L. Katz R. F. Hengen, Inc. 2900 Ridgelake Drive 111 Broadway, Suite 1410 Metairie, LA 70002 New York, NY 10006 504/838-8222 2_12/732-0395 • w U A-Io 0) L C De E -0 .) t u r0 u U O in CO r- N .O CO un d l I -a en l 0 I en .O N O E C .� w .O um um r` um r 0. 0 O CT um um to V1 N C) N W W O ro u U V C) 0 C., C (0 CIm u 0) H CD 0) C t O t E N O .a •--I O '-C v1 CO 01 S a CON I - .O en N -a r` NE., W ..0 0) 0103 .a On m CO • r` t'1 N.1. .a O o .a O C t w O ti t` v1 CO S M O P f` N 0 .-a v .a .-a v .-a 01 O W 0) T• X 0) ❑ 0 01 r nt W N — !� .Na .Na H t0 H (0 CO •D N H N L 0) u t ON • U ,� 1/r N N th N N U > • Jai u C ta L u0 C ^ ^ ^ N ro U 0) W .—I 'a N S .D O rm. 00 C) 7 WE O O t` .-a S .O O c0 N `O .-a r� rb O r` r O T. CO <n C 0^ d u 4 01 C1 (` N N O 1O N. 00 S in O1 • . 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E w a. of 0 U N •0 X 0 •H cC U H L. N C) ) 'C N VY L w CI E L 14 L. D 61 N G G V L Z a 0 G p 0 G W e L. �. 'C C o w v a r- C ca y d a a Z cJ C -I J tO C N ^ C 'D CO 0 C 'O 00 0 ,C W w c; Co ... .0 N C ..i G C L. Z 'O w w 0 'u C 0 In CO ... J C C -G V J 'C O CT C • _-I.-4 r, L+ O C U In .C. . C J •.+ ... C p O C) OO ) L I •N .CC T C. >4 `O •O 00 a C_ .--I J J I._+ C U ¢ C C X C G C C! C •.., cc w co- 1 c w P--I W J •O O F O O 0 G •.-1 T•J [i 'C '.. O W Z LT. I En C •C O I t 'C Y w — w •0 L L+ CO C C . L T C LC J, p.) CC T w a r .0 w CC C) w C ¢ C • J O • ' - ,-+ C 0 a) O C i "71 C P Z ^ 0 C Z CC -7 '- V • _ y — _ W > u G WALL STF ET JOURNAL - February 24, 1982 Newpark Says Profit From Operations Rose • 94%in Quarter and 1981 Byo WALL STREET JOURNAL Staff Rcporter NEW ORLEANS — Neu-park Resources Inc. expects to report a 945, increase in earnings from _continuing operations for • 1981, with a comparable improvement in the fourth quarter, James D. Cole, president and chief executive officer, said. Mr. Cole said 1981 profit from continuing operations should total 523.8 million, or $1.76 a fully diluted share, on more than S270 mil- lion in revenue. In 1980, the oil and natural gas products and services concern had such profit of 512.3 million, or $1.13 a share, on revenue of S170 million. Net income for the year is expected to rise 91`, to $23 million, or $1.70 a share, from 1980's S12 million, or $1.11 a share. Fourth quarter earnings from continuing operations should reach $6.6 million, or 49 I cents a share, on revenue of about $80 mil- lion. Mr. Cole said. In the year-earlier quar- ter, such profit was $3.4 million, or 31 cents a share. 'on about $49.7 million Li rexenue. Net income is estimated at $6 million, or 44 cents a share, up from $3.9 million, or 36 cents a share. the prior year. All year-earlier figures are restated to reflect Newpark's previously reported sale of its offshore marine operations in January to a Houston Natural Gas Corp. unit. Mr. Cole. in an interview, said the sale ac- counted- for a $629,000 loss in the fourth quarter and one of 5852,000 for the year. At year's end there was a 255, increase in average shares outstanding on a hilly di- luted basis to 13.5 million from 10.9 million. "Good markets make everyone look like a hero," Mr. Cole said of the results. Big revenue-raisers again proved to be the com- pany's drilling fluids and tool and equipment operations. Profits margins were more than 50,7, better in the fluids area, he said, and about a third higher in the tool and equip- ment segment. Equally significant, Mr. Cole said, was the "vast improvement" in Newpark's capi- tal structure during the year. Its debt-equity ratio fell to 555, from 1165,. Part of the im- provement came as a result of the marine i operations sale. which brought a total of • e about 624 million, including about S15 million in debt assumption. ,Consolidated Statements of Earnings NEI/Tr ii RESOLRL x, 1.VL. .Years ended December 31, 1980, 1979 an. 1978 (in thousands of dollars, except per share data) 1980 19'9 1978 Revenues S 186.623 511-.2_2221 58-1561 Cost and expenses: Operating 139.650 85.56 62.296 General and administrative 19.249 14.551 11.057 Interest, excluding $1,799 capitalized in 1980; $806 in 1979; $63 in 1978 (Note 4) 8.07 5.61; 4.313 Gain on sale of supply vessel contracts — (1.3226) 166.956 105.922 76.340 Earnings before taxes and discontinued operations 19.667 11.299 8.221 Provision for income taxes (Note 10) 7.626 4.294 _.8-5 Earnings from continuing operations 12.041 5.346 Discontinued operations (Note 3): Earnings (loss) from discontinued operations, net of income taxes of$179 in 1979; $298 in 1978 — (291 I 653 Loss on disposal of discontinued operations, net of income taxes of$290 in 1979: $394 in 1978 (4-4 I (-4') Loss from discontinued operations — (-65) (921 $ 12.041 S 6.240 S 5_2;4 Net earnings Earnings (loss) per share: Primary: Continuing operations $ 1.16 $ .78 S .68 Discontinued operations — (.091 (.011 Net earnings per share $ 1.16 5 .69 S .6 Fuli}'-diluted: Continuing operations $ 1.11 $ .76 5 .67 Discontinued operations — (.08) (.01 ) Net earnings per share $ 1.11 5 .68 S .66 Consolidated Statements of Common Stock and Shareholders' Equity NEU/PARIK RESOLRCES. INC. }ears ended December 31, 1980, 1979 and 1978 (in thousands of dollars) Common Stock Number of Paid-in Retained Shares Amount Capital Eamings Total 3,805,360 $ 7,611 $ 4.496 612.088 5'4.19 Balance, December 31, 1977 96,360041 11192 440 8 63' Exercise of stock options — _ — 5 �;4 32 Net earnings Balance, December 31, 1978 3,901,401 7.803 4.936 1-.342 30.081 359,571 719 4.948 5. Shares issued upon acquisition of companies (Note 2) 173,657 347 1.091 — 1.43R • Exercise of stock options and warrants _ — — — .938 Dividends: Preferred stock ($.81 per share) — — (;i8„ 1318( Common stock ($.05 per share) — — — ( 1940 19 Net earnings 40 4.434.629 8.869 10.9'; 22.'(x; 42.609 Balance, December 31, 197980 958 16' 1 S;i; — 2.0(K( 138 Shares issued upon acquisition of companies (Note 2) 0 162 1.838 — 2.-b4 Exercise of stock options and warrants — — 349 _ b89 Other 4.685.090 9.3-u 21 19.391 i — Two-for-one stock split (100% stock dividend—Note 11) (,5 11(,(�cot__(50( Shares cancelled — — — 1.1;1 ( 1.151 i — — — • (961 5 (15-5 s Dividends: Preferred stock ($1.64 per share) Common stock ($.1075 per share) — — — 12 98 ' 9t41 Net earnings 9.3S '- .-33 518.--5 515.863 523 - x.915 Balance. December 31, 1980 See aanmpamvm notes to consoldbnaG financial statements • 3 3 . 3 (h) VEWP.kRK RESOURCES, INC. t:iut>��iitiutetl Balance Sheet .. .-;,r,iI. :U•5!l alai 19-9 • 1980 1979 ,f duilars l Asset Current assets: $ 14,7;3 S ]4.]&1 ,-h including time deposits of S3.873 and $2.749 accounts and notes receivable, principally trade, less allowance for doubtful accounts 32.572 of S3.120 and 51.178 44,612 Unbilled revenues 5,640 25, 0 12.2.5 2 989 Inventories (Note 5) — 58 Assets held for resale (Note 3) 2.632 Prepaid1,105 epaid expenses 88.146 1,192 61, 2 Total current assets 5.283 Long-term notes receivable - 10,938 Assets held for resale (Note 3) 3,188 5.211 Roperty plant and equipment, at cost less accumulated depreciation 3,393 51,060 of 524.287 and $21,369 (Note 6) 6 63,392 ,010 Mineral properties (Note 7) Excess of cost of subsidiaries over fair market value of net assets acquired, 5 1 less amortization of$164 and $91 6,520 5.771 Other assets 6,520 $189.776 $146246 Liabilities and Shareholders' Equity Current liabilities: $ 10,206 $ 8.953 Notes payable, including current portion of long-term debt (Note 8) 130 318 Debt relating to assets held for resale (Note 8) 18,486 12-.388 Accounts payable 9,822 8 Accrued liabilities 2,444 7,613 7,63 Federal and state income taxes (Note 10) Total current liabilities 41,088 31.665 Long-term debt (Note 8) 66,622 54,92220 Long-term debt relating to assets held for resale (Note 8) 672 833 Deferred income taxes (Note 10) 10,899 5,656 Other non-current liabilities 3,780 2.312 Contingencies and commitments (Note 12) Redeemable preferred stock, Series A, cumulative and convertible, $1 par value with an aggregate redemption and liquidation value of$9,100; 700,000 shares authorized 8 800 8 751 and outstanding (Notes 9 and 14) Common stock and shareholders' equity (Notes 11 and 14): — Preferred stock. SI par value: 4,300,000 shares authorized, none outstanding Common stock. S2 par value; 50,000.000 shares authorized, 9,387,733 shares outstanding (4.434.629 shares outstanding at December 31, 1979, before the two-for-one stock split), 71 8.869 15,863 10,975 75 after 187 er deducting 10.499 shares in treasury Paid-in capital 86 Retained eamines 23,2 73 1 ,975 Total common stock and shareholders equity 57,915 42.609 5189.776 5146.746 ,can:n2 note;to consolidated financial statements. . - c� htlatcd Statements of Changes in Financial Position NE\CPRRK RESOURCES. INC. r:,r,rr 11:.t-nll/rr 31. 1980. 1979 and 1978 Loiiarsl 1980 1979 1978 s.,urces of working capital: ..mmgs $12,041 S 6.240 S 5,254 .-r11‘ which do not use working capital: i'erreciation and amortization 8,492 6,576 5,359 ?ro.ision for noncurrent deferred income taxes 5,197 1,767 1,376 Net hook value of disposals of non-current assets 7,250 5,799 3,257 Other 1,925 944 570 Working capital provided by operations 34,905 21,326 15.816 Additions to long-term debt 18,671 53,705 33,783 Transfer of assets held for resale to current - - 6,318 Issuance of preferred stock - 8,751 - Issuance of common stock upon acquisition of businesses 2.000 5,667 - Issuance of common stock upon exercise of stock options and warrants 2,764 1,438 632 Other. net 1,335 1,282 1,202 Total sources of working capital 59,675 92,169 57.751 Uses of working capital: Additions to propem; plant and equipment including mineral properties 29,77o 19,384 12,155 Additions to long-term receivables and other assets 6,5,'9 3,721 2.892 Reductions in long-term debt 7,186 41,291 37,165 Dividends paid 2,138 817 Acquisitions of businesses: Property plant and equipment including mineral properties 459 9,719 - Excess of cost of subsidiaries over fair market value of net assets acquired 815 982 1,049 Other assets 16 3,340 - Long-term debt and other liabilities assumed (99) (2,715) - Total acquisitions of businesses 1,191 11,326 1,049 Total uses of working capital 46.870 76.539. 53,261 Increase in working capital $12.805 $15,630 S 4.490 Changes in components of working capital: Increase (decrease) in cut-rent assets: Cash and time deposits $ 589 $ 7,944 $(1,838) Accounts and notes receivable 12,040 9,383 5.144 Unbilled revenues 2,691 (762) 2,544 Inventories 9,627 5,204 2,215 .assets held for resale (2,632) (1,491) 3,043 Repaid expenses (87) 777 (43) 22,228 21,055 11,065 Increase 'decrease) in current liabilities: Notes payable. including current portion of long-term debt 1,253 2,789 381 Debt relating to assets held for resale (188) (1,709) 2,027 Accounts payable 6,104 825 2,828 Accrued liabilities 2,209 2,250 923 Friers! and state income taxes 45 1,270 416 9,423 5,425 6,575 increase in working capital $12,805 $15.630 $ 4,490 :r:,arrr7 nNK<i, ortcoldated financial statements. CONSL. iATED BALANCE SHEETS December 31, 1979 and 1978 Nevvhark licwunr'. Ina (Thousands of dollars). Assets 19-9 19)-e Current assets: Cash, including time deposits of 52,749; 51,467 in 1978 S 1-i.18-1 6.24(1 Accounts and notes receivable,principally trade, less allowance for doubtful accounts of 51,178 in 1979; 5739 in 1978 325-2 )3.189 Linbilled revenues 2.949 37 I I inventories(Note 5) 12,389 -.185 Assets held for resale (Note 3) 2.632 4.123 Prepaid expenses 1.192 415 Total current assets 65.918 44.863 Long-term notes receivable . 5.283 3781 Assets of discontinued operations held for resale (Note 3) - 5.211 —35 Property plant and equipment,at cost less accumulated depreciation of 521,369 in 1979: 517.819 in 1978(Note 6) 51.060 40.6-6 Mineral properties(Note 7) 9.018 4519 Excess of cost of subsidiaries over fair market value of net assets acquired. less amortization of 591 in 1979. 5198 in 1978 5,-71 6.354 Other assets 4.485 1.16- 5146.746 102.195 Liabilities and Shareholders'Equity Current liabilities: - Notes payable, including current portion of long-term debt (Notes 8 and 9) 5 8.953 6.164 Debt relating to assets held for resale (Note 9) 318 2.02_ Accounts payable 12382 1155 Accrued liabilities 7.613 5.363 Federal and state income taxes(Note 12) 2.399 1.129 Total current liabilities 31.665 26.240 Long-term debt (Note 9) 54.920 41.168 Long-term debt relating to assets held for resale(Note 9) 833 238 Deferred income taxes(Note 12) 5.656 3.215 Deferred income(Note 11) 515 65 Other non-current liabilities 179- 696 Contingencies and commitments (Note 14) •Redeemable preferred stock, Series A. cumulative and convertible. 51 par value with an aggregate redemption and liquidation value of 59,100: 700.000 shares authorized and outstanding(Note 10) 8751 - Common stock and shareholders'equity: Preferred stock, 51 par value; 4300.000 shares authorized. none outstanding - - Common stock. 52 par value; 10.000.000 shares authorized. 4.434.629 shares outstanding. 3.901,401 in 1978,after deducting 10.499 shares in treasure' 8.86" - so I: 1)9'3 i9 s6 Paid-in-capital earnings -os I- + ,2 Retained Total common stock and shareholders'equity I2 t" 'I At u te.1 ' I $6- n, 11)2.1`)5 . see accompanying notes to consolidated financial statements. /- . CONSOLIDATED STATEMENTS OF EARNINGS lean ended Ik-ecmher 3I. 19-9 and 19-8 Newpark Resources. Inc. . is,iuwid.:it dollars.except per share data) 19'9 19-8' Revenues 511-.771 84.561 Costs and expenses: Operating 85756 62.296 General and administrative 14551 11.057 Interest. excluding $806 capirali7ed in 1979; 563 in 1978 (Note 4) 5.615 4.313 Gain on sale of supply vessel contracts - (1.3261 105.922 76.340 Earnings before taxes and discontinued operations 11,299 8.221 Income taxes(Note 12) 4.294 2.875 11: Earnings from continuing operations 7.005 5.346 Discontinued operations(Note 3): Earnings (loss)from discontinued operations, net of income taxes of 5179 in 1979; 5298 in 1978 (291) 653 Loss on disposal of discontinued operations,net of income taxes of 5290 in 1979: 5394 in 1978 (474) (7451i Loss from discontinued operations (765) (92)5 Net earnings S 6.2.+0 5.254 Earnings(loss)per share: Primary: Continuing operations S 1.55 1.35 Discontinued operations (.18) ( 02) Net earnings per share S 1.3- 1.33 Fully-diluted: Continuing operations 5 1.52 1.34 Discontinued operations (.17) (.02) Net earnings per share $ 1.35 L3) 'Restated for operations discontinued in 1979. CONSOLIDATED STATEMENTS OF COMMON STOCK AND SHAREHOLDERS'EQUITY Years ended December 31. 1979 and 1978 (Thousands of dollars) Common Stock Number of Paid-in Retained Shares Amount Capital Earnings Total Balance. December 31, 1977 3,805,360 57,611 S 4,496 512,088 524.195 Exercise of stock options 96,041 192 440 — 632 Net earnings — — — 5.254 5.25-. Balance. December 31, 1978 3.901,401 7.803 4.936 17,342 30.08 Shares issued upon acquisition of companies (Note 2) 359.571 719 4,948 — 5.66- Exercise of stock options and warrants 173,657 347 1,091 — 1,431 Dividends: • Preferred stock(5.81 per share) — — — • (398) (39; Common stock (5.10 per share) — — — (419) (4 1 • Net earnings — — — 6,240 6.24 Balance. December 31. 19-9 4.434.629 58.869 510.975 521765 542,60 cc accompannng notes to consolidated financial statements. - CONSOLIDATED STATE!. IITS OF CHANGES IN FINANCIAL POSITI lean ended December 31, 19'9 and 1978 Nesspark Rest nlrl e' In Thousands of dollars). . 19-9 i9 s Sources of working capital: Net earnings S 6.240 ;.2;1 Items which do not use working capital: Depreciation and amortization 65-6 5.3;9 Deferred income taxes 176 1.3-6 Net book value of disposals of property,plant and equipment including mineral properties 5799 3•?5- . Other 944 5-0 • Working capital provided by operations 21.326 15.816 Additions to long-term debt 53705 33783 Transfer of assets held for resale to current - 6.318 Issuance of preferred stock - 8751 1 - Issuance of common stock 7.105 632 Other 1.282 1.10) 592.169 -51 • Uses of working capital: Additions to property plant and equipment including mineral properties 519.384 12.155 Additions to long-term receivables and other assets 3.721 2.892 Reductions in long-term debt 41.291 3-.165 Dividends paid 817 Acquisitions of businesses: Properre plant and equipment including mineral properties 9719 - Excess of cost of subsidiaries over fair market value of net assets acquired 982 1.049 Other assets 3,340 - Lon¢-term debt and other liabilities assumed (2.715) - Total acquisitions of businesses 11326 1.049 Increase in working capital 15.630 -4.-190 592.1695--751 Changes in components of working capital: Increase (decrease) in current assets: Cash and time deposits - S 7.944 (1.838) Accounts and notes receivable 9383 5.144 Unbilled revenues (762) 2.544 Inventories 5.204 2.215 Assets held for resale (1491) 5.04 3 Prepaid expenses (43 xp (43) 21.055 11.065 • Increase (decrease) in current liabilities: 2789 381 Notes payable, including current portion of long-term debt 1 _ Debt relating to assets held for resale (1709) Accounts payable 825 2.82 8 Accrued liabilities 2.250 923 Federal and state income taxes 1.)-0 416 5.425 6.;-5 Increase in working capital 51;.6;0 4. Oil 'ee accompanying notes to consolidated financial statements. C �nsolidated Balance Shy its <; December 31, 1978 and 197.7 - 5 Newpark Resources,Inc (Thousands of dollars) Assets - ' 1978 1977 Current assets: - . Cash,including time deposits of$1;467 in 3978 s • "sr _ ;::: : - '21; $ 6,240 8,07E Accounts and notes receivable, principallyflade less allowanceior doubtful accounts of$739 in 1978;,$560 in 1977 - ' as c f, e ' _23;189- 18,04E Unbilled revenues ,`` c 311 1,161 inventories ' 1 "7;185 `4,970 Assets held: or resale , , , , >; _ 4,123 ;Tr 1,08C Prepaid expenses - s , 4 _ _ _ 3 ' : 415,• - - . 455 Total current assets ? 44,863' :33,795 Long term notes receivable _' r " .. 7 r •-3,781 .2,185 Assets of discontinued operations held for resale . . 735 • 5,24: Property, plant and equipment,-at cost less accumulated depreciation - 40,676 38,99` Mineral properties `_ " 4,519 -4,40C Excess of-cost.of subsidiaries over fair market value of net assets acquired,less •amortization of-$1981n1978;$13Lin 1977 , _ - 6,354 5,372 Other assets - . _ - 1267 1,02: $102,195 91,02 Liabilities and Shareholders'Equity - , - - Currentlrabilities: Notes payable, including current portion of long-term debt x" - $ 6,164 5,78: Debt relating to assets held for resale - 2,027 Accounts payable _ - 11,557 8,72( Accrued liabilities Federal and state income taxes - - - - - - 1,129 - 71' Total current liabilities 26,240 19,6E • Long-term debt 41,068 41,40- Lona-term debt relating to assets held for.resale 238 3,28: Deferred income taxes 3,215 1,83 Deferred incomE 657 - 63- Other non-current liabilities • 696 Contingencies and commitments (Note 13) • Shareholders' equity: Preferred stock, $1 par value; 5,000,000 shares authorized, none outstanding — — Common stock, $2 par value; 5,000,000 shares authorized, 3,901,401 shares outstanding, 3,805,360 in 1977, after deducting 10,499 shares in treasury 7,DOS 7,6_• Paid-in capital ' 936 Retained earnings 17.342 :2 _- Total shareholders' eauitv 30 Co_ - `102,13;5 C1,03 See accompanying notes to consolidated financial statements. 17 ccrs- ."-.-.' w::.G `.�6:, 'rii c. _ _ _r s:, i;:a _Si; New-pars Resources, inns o. __La:s. exec_. per snare data) 1978 1977 • -r— -- = 694 354 70.27" Revenues 94.3.54 Costs and expenses: Operating 70,134 50,256 Genera/ and administrative 12,048 - 11,20E' interest, excluding $63 capitalized in 1978; $4 in 1977 4,419 Gain on sale of supply vessel contracts - (1,325) —' - 85,275 65,07c;h income before taxes and discontinued.operations 9,079 5,195' Income taxes • 3,141 1,389 Income from continuing operations • • 1 ; - 5,938 - 3.805` Discontinued operations:. - • : Income from discontinued operations net of income taxes,of $32 in 1978; $112 in 1977 61: 1- 3431 Gain (loss) on disposal of discontinued operations;net of3ncome taxes of$394 in 1978;• " 5139 in 1977 . . (745) : " 41°' income (loss) from discontinued operations (684) 762 Net income S 5,254 4.56E Income (loss) per share: _ - income from continuing operations - S . 1.50 9E Income (loss)from discontinued operations (.17) • .20 Net income per share = ' S 1.33 1.18! t A • _ L - F ) Consolidated Statements of Shareholders' Equity Years ended December 31; 1978 and 1977. .. - s s s ` (Thousands of dollars) a - S r `_ ' ; Common stock Number of • Paid-m• ' :: "Retained Shares ; .Amount • Capital -- Earnings. ' Total Balance, December 31: 1976 as previously reported 1. 73,414,888 c $6;830 44,049 f F 5;7,857 •.'. ,$18,736 Restatement for pooling of,interests; - . ; 385,004 7-70 -(769);. ; .. • • 734 z` 735 Balance,-December 31, 1975as.restatedt t e '173,799,892 "7. .7,600' 3'280 8 591 19,471 Capitalization corpo ation of retained-earnings.by the pooled T L = o- i ` •_ k i l (199 ` 1 199) Exercise of stock options a ` • y c e t 5,500 - s 1 '17 r • .28 Cancelled shares s s{ i s r (32) t f 'E — Income of short penodfor the pooled corporation -• - -' ' 128 128 Net income as restated ? - s t 'S c r - . }_ F t -, .; ` 4,568 •, 4,568 Balance, December31, 19flasrestated r r- { ; 3,805360 `• ,:,4,611 1:4496 12,088 ' 1.24,195 Exercise of stock options , N ° r , d ;;96,0411; L92 ' e 44a „_ ' 632 Net income - 74' ` :r ' s - . 5,254 ' • .5,254 Balance, December 31. 1978 • ". 3,901,401 ; • -- $7,803 • :54,935 ^ • $17,342 ' • $30,081 See accompanying notes to consolidated financial statements: , , 7 IIT . r )4 Consolidate Statements of Changes L .=financial Position - , Years ended December 31, 1978 and 1977 - - - - Newpark Resources,Inc- (Thousands of dollars) - 1978 1977 [_ Sources of working capital $ 5,254 4,568 Net income _ items which do not use working capital: • 5,233 5,492 Depreciation and amortization 1,376 556 Deferred income taxes - - - Net book value of disposals of property plant and equipment including 8,257" 1,523 mineral properties - - - - " _• . Working capital provided by operations - - ' 15,120 12,139 Additions to long-term debt ` • ' c _ . 33,783_` 30,570 '_ - 6,318 " 1,080 Transfer of assets held for resale to current -2 - '- � 632' 2E Issuance of common stock Other 1,543 1:898 $57.751 45,364 Uses of working capital: ' - Additions to property, plant and equipmentincluding 812,155 6,23: , mineral properties 2892 1,25E Additions to long-term receivables and other assets_ - 32,192 27,65E Reduction in long-term debt - Acquistion of businesses: . - _ 87( Property, plant and equipment _ = ' - Excess of cost of subsidiaries over fair market value of " x net assets acquired 1,049 5i- Increase in working capital - - 4,490 8.82, - 557,751 45.3 Changes in components of working capital: Increase (decrease) in current assets: $(1,838) 4,14. Cash and time deposits 1134 4,64 Accounts and notes receivable 2 5� ur�iiled receivables 2,215 1,69 Inventories — I1 c Deferred income taxes `3,043 1,0E Assets held for resale (431 (21 Pre aid expenses 11,065 11,1C increase(decrease) in current liabilities: 381 3'c :::t as payable, including current portion of long-term debt - 2 027 - - - -.t relating to assets held for resale 2,828 l,E- Accounts payable • 923 -- Accrued liabilities 416 oral and state income taxes 6,575 2.3- 5 4,490 8.3. increase in working capital - -- 7.7::-. '..4t ing notes to consolidated financial statements. Dezember 31, 1977 and 1976 t Assets 1977 1976 Current assets: S 8.127.000 S 4 u.iNM, Cash Notes and accounts receivable less allowance for doubtful accounts 16,086.00(1 11.639.tu u „H 6,086 of $491,000, $308,000 in 1976 .000 1.639. Unbilled revenues 3467.000 7.036.014(5 4 , Inventories, principally raw materials and supplies — 136.0HHi Deferred income taxes 434.0- 189.00 o Prepaid expenses 1.434.000 Assets held for resale Total current assets 30,382,000 19.633.0(N Assets of discontinued operations held for resale. 5.247' Property, plant and equipment, at cost less accumulated depredation 37,976,0- 43.i63.00u of $16,605,000, $17,088,000 in 1976 Investments and other assets: Excess of cost of subsidiaries over fair market value of net assets acquired, less 372 000 4.906.000 amortization of$131,000, 83,000 in 1976 Investment in oil and gas properties, at cost less amortization 87000 4.956.(K 0 of $708,000, $132,000 in 1976 4,14,179,000 4.956.000 Long-term notes receivable 1.235.000 1.590.000 Other assets Total investments and other assets 12.942.000 12.525.000 $86.547.000 875.921.000 Liabilities and Shareholders' Equity Current liabilities: $ 354.000 S 490.000 Notes payable 6,895,000 5.212.000 Accounts payable 4.308.000 3.763.00' Accrued liabilities 690.000 944.00o Customer tax payable at advances 239,000 579.00o Income 375.000 — Deferred income tax 4.612.000 4.'?56.0 Long-term debt due within one year 17,473.000 14.956.00�.� 00 Total current liabilities474 — Deferred income 1,634.000 1 ';20!�0 Deferred income taxes 1,822 — Long-term debt relating to assets held for resale 40 289000 40.669.111111 Long-term debt Shareholders' equity: Preferred stock, $1 par value; 5,000,000 shares authorized, — — none outstanding Common stock, $2 par value; 5,000,000 shares authorized, 3,420,356 shares outstanding, 3,414.888 in 1976, after 6.841.000 6.830.04" deducting 10,499 shares in treasury 48460 4.049.i)00 Paid-in capital 12.014.0- 05,_'„„' Retained earnings Total shareholders' equity 22.951.000 lc.736.'„„1 S86.547.000 S'5.92, i„„, See accompanying notes. Newpark Resources. Inc. I �.ce:;.ber 31. 1977 and 1976 1977 1976 $70,856,000 $54,974,000 ::C.,curs oral expenses: 51,764,000 40,024,000 General a 9,823,000 7,315,000 ter❑rrai and administrative I7:crest. excluding 54,000 capitalized in 1977, $417,000 in 1976 65,377.000 50 053,000 Income before taxes, minority interest and discontinued operations 5,479,000 4,582,000 1-home taxes: 248,000 987,000 Current 1,113,000 286,000 Drier ed 1.361.000 1,273,000 Income before minority interest and discontinued operations 4,118,000 3,309,000 \linority interest in net income of subsidiary — 448.000 Income from continuing operations 4,118,000 2,861,000 Discontinued operations: Less from discontinued operations, net of income tax 350�0) (576,000) benefits of 5116,000 in 1977, $231,000 in 1976 Gain on disposal of discontinued operations, net of 419.000 — income taxes of $139,000 69,000 (576.000) Net income. $ 4,187,000 $ 2.285.000 • Income loss) per share: 9 $1.19 Income from continuing operations $1.19 (.24) Gain (loss) from discontinued operations Net income $1.21 $ .95 Years ended December 31, 1977 and 1976 Total Common stock Paid-in Retained shareholders' Shares Amount capital earnings eauitv Balance. December 31, 1975 3,780,767 83,781,000 $1,073,000 $ 5,572,000 $10,426,000 C..moron stock issued in connection with purchase of Elpac, Inc 3,070,007 3,070,000 3,060,000 — 6,130,000 (me for two reverse stock split (3,425,387) — — — — Purchase of stock for treasury (10,499) (21,000) (84,000) — (105,000) Net income — — — 2,285,000 2,285.000 Balance. December 31 1976 . 3,414,888 6,830,000 4,049,000 7,857,000 18,736,000 Exercise of stock options 5,500 11,000 17,000 — 28,000 L:: celled shares (32) — — — \r, mo me — — — 4,187,000 4,187,000 ii::ian.ce. December 31, 1977 3,420,356 56.841,000 $4,066.000. $12.044,000 $22,951,000 Newpark Resources, Inc. F Years ended December 31, 1977 and 1976 1977 1976 Source: Net income S 4,187,000 S 2.285.000 Items not affecting working capital in the current period: Depredation 4,743.000 4.382.000 Amortization 624,000 156.000 Provision for non-current deferred income taxes 556,000 666.000 Net book value of property, plant and equipment disposals 1,418,000 709,000 Net book value of oil and gas property disposals 103.000 — Working capital provided from operations 11,631,000 8.198.000 Reduction in property, plant and equipment transferred to current portion of assets held for resale 1,080,000 — Reduction in investments in oil and gas properties 300,000 400,000 Reduction in long-term receivables and other assets 526.000 — Additions to long-term debt 30,492,000 21,804,000 Additions to deferred income 634•000 — Issuance of common stock 28.000 6.130.000 44,691,000 36,532,000 Application: Additions to property, plant and equipment _ 5.825,000 8,293.000 Additions to investments in oil and gas properties 202,000 55.000 Additions to long-term receivables and other assets 1,254,000 1.341.000 Purchase of treasury stock — 105.000 Reduction in long-term debt 27,500,000 15,532.000 Acquisitions of businesses: Property, plant and equipment - 876.000 34.636.000 Excess of cost of subsidiaries over fair market value of net assets acquired 514,000 657.000 Other assets — 6,157.000 Long-term debt assumed — (28.532.0001 36.171.000 3S.244.000 Increase (decrease) in working capital S 8.520.000 S(1.712.000) Changes in components of working capital: Increase (decrease) in current assets: S 4.078.000 S 2.315.000 Cash Notes and accounts receivable 4,447.000 5.447.000 Unbilled revenues 98.000 1.069.000 Inventories 1.452.000 657.000 Deferred income taxes (182.000) 182.000 Prepaid expenses (224.000) 457.000 Assets held for resale 1.080.000 10.749.000 10,157,000 Increase (decease) in current liabilities: (136.000) 376,000 Notes payable 1.683.000 3,404,000 Accrued payable liabilities Accounts 545.000 2,799,000 Customer contract advances (254.000) 944,000 Income taxes payable (340.000) 415,000 Deferred income taxes 375.000 (198,000) Long-term debt due within one year 356.000 4,129.000 2.229.000 11,869,000 Increase (decrease) in working capital S 8.520,000 S(1.712.000) Newpark Resources, Inc. 19 December 31, 1976 and 1975 Assets 1976 1975 Current assets: Cash $ 4,049,000 $ 1,704,000 Notes and accounts receivable less allowance for doubtful accounts of $308,000, $193,000 in 1975 11,639,000 6,192,000 Unbilled revenues 1,069,000 Inventories, principally raw materials and supplies 2,036,000 1,379,000 Deferred income taxes 182,000 Prepaid expenses 658,000 201,000 Total current assets 19,633,000 9,476,000 Property, plant and equipment, at cost less accumulated depreciation of $17,088,000, $5,970,000 in 1975 43,763,000 5,925,000 Investments and other assets: Excess cost of subsidiaries over net book value acquired, less amortization of$83,000, $59,000 in 1975 4,906,000 4,273,000 Investment in oil and gas properties, at cost less amortization of $132,000 4,956,000 Long-term notes receivable 1,590,000 527,000 Other assets 1,073,000 71,000 Total investments and other assets • T12,525,000 4,871,000 $75,921,000 $20,272,000 Liabilities ties and Shareholders' Equity Current liabilities: Notes payable $ 490,000 $ 114,000 Accounts payable 5,212,000 1,808,000 Accrued liabilities 3,763,000 964,000 Customer contract advances 944,000 Income taxes payable 579,000 164,000 Deferred income taxes 198,000 Long-term debt due within one year 4,256,000 127,000 Total current liabilities 15,244,000 3,375,000 Deferred income taxes 1,272,000 606,000 Long-term debt 40,669,000 5,865,000 Shareholders' equity: Preferred stock, $1 par value; 5,000,000 shares authorized, none outstanding Common stock, $2 par value, $1 in 1975; 5,000,000 shares authorized, 10,000,000 in 1975; 3,414,888 shares outstanding after deducting 10,499 shares in treasury, 3,780,767 in 1975 6,830,000 3,781,000 Paid-in capital 4,049,000 1,073,000 Retained earnings 7,857,000 5,572,000 Total shareholders' equity 18,736,000 10,426,000 $75,921,000 $20,272,000 See accompanying notes. Newpark Resources, Inc. 20 Years ended December 31, 1976 and 1975 1976 1975 Revenues $59,359,000 528,857,000 Costs and expenses: Operating 43,663,000 23,599,000 General and administrative 7,939,000 2,553,000 Interest, excluding $417,000 capitalized in 1976 3,532,000 448,000 55,134,000 26,600,000 Income before taxes, minority interest and discontinued operations 4,225,000 2,257,000 Income taxes: - Current 871,000 908,000 Deferred 286,000 65,000 1,157,000 973,000 Income before minority interest and discontinued operations 3,068,000 1,284,000 Minority interest in net income of subsidiary 448,000 - Income from continuing operations 2,620,000 1,284,000 Discontinued operations: Loss from operations of discontinued subsidiaries, net of income tax benefits of $115,000 in 1976, $143,000 in 1975 335,000 155,000 Loss on disposal of discontinued subsidiary, net of income tax benefits of $377,000 - 407,000 335,000 562,000 Net income $ 2,285,000 $ 722,000 • Income (loss) per share:* Income from continuing operations $1.09 $ .68 Loss from discontinued operations (.14) (.3(2) Net income $ .95 $ .38 *Income per share amounts have been adjusted for a one-for-two reverse stock split in August 1976. • See accompanying notes. • Newpark Resources, Inc. 2 Years ended December 31, 1976 and 1975 Capital in Total Common stock excess of Retained shareholders' Shares Amount par value earnings equity Balance, December 31, 1974 3,780,767 $3,781,000 51,073,000 $4,850,000 $ 9,704,000 Net income — — — 722,000 722000 Balance, December 31, 1975 3,780,767 3,781,000 1,073,000 5,572,000 10,426,000 Fair market value of common stock issued in connection with purchase of Elpac, Inc 3,070,007 3,070,000 3,060,000 — 6,130,000 One for two reverse stock split (3,425,387) — — — — Purchase of stock for treasury (10,499) (21,000) (84,000) — (105,000) Net income — — — 2,285,000 2,285,000 Balance, December 31, 1976 3,414,888 $6,830,000 $4,049,000 57,857,000 $18,736,000 See accompanying notes. • • Newpark Resources, Inc. 22 Years ended December 31, 1976 and 1975 1976 1975 Source: Net income $ 2,285,000 $ 722,000 Items not affecting working capital in the current period: Depreciation 4,382,000 1,406,000 Amortization 156,000 24,000 Provision for non-current deferred taxes 666,000 117,000 Net book value of property, plant and equipment disposals 709,000 214,000 Working capital provided from operations 8,198,000 2,483,000 Additions to long-term debt(including $7,000,000 for purchase of Elpac, Inc ) 21,804,000 860,000 Issuance of common stock on acquisition of Elpac, Inc 6,130,000 — Reduction in investment in oil and gas properties 400,000 — Reduction in long-term receivables and other assets — 256,000 36,532,000 3,599,000 Application: Additions to property, plant and equipment 8,293,000 2,377,000 Reduction in long-term debt 15,532,000 901,000 Additions to excess cost of subsidiaries over net book value acquired 657,000 — Additions to investment in oil and gas properties, long-term receivables and other assets 1,396,000 180,000 Purchase of treasury stock 105,000 — Acquisition of Elpac, Inc.: Property, plant and equipment 34,636,000 — Other assets 6,157,000 — Long-term debt assumed (28,532,000) — 38,244,000 3,458,000 Increase (decrease) in working capital $(1,712,000) $ 141,000 Changes in components of working capital: Increase (decrease)in current assets: Cash $ 2,345,000 $(606,000) Notes and accounts receivable 5,447,000 268,000 Unbilled revenues 1,069,000 — Inventories 657,000 (291,000) Deferred income taxes 182,000 — Prepaid expenses 457,000 (30,000) 10,157,000 (659,000) Increase (decrease) in current liabilities: Notes payable 376,000 (162,000) Accounts payable 3,404,000 (19,000) Accrued liabilities 2,799,000 63,000 Customer contract advances 944,000 — Incometaxes payable 415,000 (616,000) Deferred income taxes (198,000) (52,000) Long-term debt due within one year 4,129,000 (14,000) 11,869,000 (800,000) Increase (decrease)in working capital $(1,712,000) $ 141,000 3.3 (i) THE PROJECT Cost LAND - approximately two acres in the western part of the City of Greeley, Colorado $ 350,000 BUILDING - three-story steel, brick and concrete office building 2,050,000 COSTS OF ISSUANCE 100,000 TOTAL $2,500,000 3 EXHIBIT A 1 . The Project will be located on 47th Avenue between 16th and 20th Streets in Greeley, Colorado . 2 . The Project will consist generally of a three-story brick and concrete office building with parking and related and subordinate equipment and facilities . 3. 3 (j ) The Company estimates that the interest rate on a 20 year bond issue of $2,500 , 000 would be approximately 13 . 0% if the bonds were sold today. Level Payments on the bonds , including principal and interest , would be approximately $176 ,734 every six months. Pursuant to the Loan Agreement between the Company and Weld County, the Company will agree to pay all legally levied taxes and to maintain the Project in good repair and properly insured . March 31, 1982 Julie J. Sitoski Kutak, Rock & Huie 2400 Arco Tower 707 17th Street Denver, CO 80202 RE: IDB Financing - Eisenman Chemical Company Project Dear Ms. Sitoski: Enclosed please find nine (9) executed copies of the amended In- tent Resolution which was signed by the Chairman of the Board of Weld County Commissioners on March 31, 1982. This office has retained one (1) executed copy of said resolution. If you have any questions regarding this matter, please do not hesitate to contact this office. Yours truly, Jeanne�te Ordway Deputy Clerk and Recorder /ta Encl: 9 documents t 3/3 l l ?a P 206 9 61 4 2 5 Z.SENDER: Complete hems 1,3,and 3. a Add your address in the"RETURN TO-pas m RECEIPT FOR CERTIFIED MAIL 3 rwserA 1. The cObvetng service Is requested(check one.) NO INSURANCE COVERAGE PROVIDED— — )❑'show to whom and date delivered —t .,IIT CAD IuraaudTIDNAL MAIL I O Show to whom,date and address of delive ry KUTAK, ROCK. & HUIE at O RESTRICTED DELIVERY o Show to wham and date delivered —t 2400 ARCO TOWER ❑ RESTRICTED DELIVERY. 707 17TH STREET Show to whom,date,end address of dellvery.5__ DENVER, CO 80202 s KUTAK, ROCK & HUIE — POSTAGE 2400 ARCO TOWER CERTIFIED FEE ¢ n 707 17TH STREET SPECIAL DELIVERY ¢ 2 DENVER, CO 80202 RESTRICTED DELIVERY ¢ e fI W SHOW WHOM AND ¢ m REGISTERED NO. CERTIFIED NO. INSURED NO. w Lo DATE DELIVERED w S ¢ ___. _._..___ _. •i / (�q >: W y SNOW TD WHOM,DATE, ¢ y !V/ TAS �- ti AND ADDRESS OF m E c I. DELIVERY _ _ D (Always obtain signature of addresses or agent) m o 2 SNOW TO WHOM AND DATE e DELIVERED WITH RFSTRICTE ¢ m I have received the article described above. m o i DELIVERY m SIGNATURE DAdMaw e C3AUNodaed agent= SHOW 10 o s ADDRESSDF DE IVERV WITH ¢ a> {1/f �)/,CG ri.. I ‘ciRESTRICTED DELIVERY 2 /i/J/f-�7 ly//tS ✓4/V a DATE OF DELIVERY K TOTAL POSTAGE AND FEES 3 a! m O, c POSTMARK OR DATE —�- y A ?. O 5. ADDRESS Ws:10 t.only II "'n 0 ii O � ' T EE 11 m ++ r. "I y o w it. UNABLE TO DELVER BECAUSE: L W tn O LS v RD #/ 0 7 *GPO:197 9-2118-848 OFFICE OF FINANCE & ADMINISTRATION PHONE (3031 356-4000 EXT.218 P.O.BOX 758 GREELEY,COLORADO 80632 C1 COLORADO March 15, 1982 Pete Morrell City Manager City of Greeley 919 Seventh Street Greeley, Colorado 80631 Dear Pete: In accordance with the informal policy between Weld County and the City of Greeley, I am forwarding to you a copy of an Industrial Bond application concerning an office building to be located on 47th Avenue between 16th and 20th Street in Greeley proposed by Eisenman Chemical Company. As indicated in the enclosed notice, the public hearing has been scheduled for the 29th of March, 1982. If possible, we would appreciate any comments the City of Greeley has concerning a recommendation on this project prior to the hearing date. If it is not possible to provide a formal comment from the City of Greeley by that date, please notify me so that we can delay the hearing. Also, there needs to be an indication that the project is in conformity with your zoning regulations and that it can be adequately served with water, sewer and fire protection. It is my understanding that the area is in the process of being properly zoned and that the provision of services is not a problem, but for the record, we would like a letter from the City indicating there are no zoning or service problems. If you have any questions regarding this matter, please do not hesitate to contact me at 356-4000, extension 218. We appreciate your coopertion in this matter. You truly, Donal D. Warden Director of Finance and Administration DDW/lsb cc: Board of County Commissioners enclosure ije ;: Hello